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shall be determined and governed by the laws of the State of California. Both parties
<br />further agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />9.8. Artist agrees to comply with all applicable equal opportunity and affirmative action
<br />laws as appropriate, Artist shall not discriminate because of race, color, creed, religion,
<br />sex, marital status, sexual orientation, gender identity, gender expression, gender,
<br />medical conditions, genetic information, military and veteran status, age, national origin,
<br />ancestry, or disability, as defined and prohibited by applicable law, in the recruitment,
<br />selection, training, utilization, promotion, termination or other employment related
<br />activities. Artist affirms that it is an equal opportunity employer (if applicable) and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />9.9. Artist and any of the Artist's agents, employees or representatives are, for all
<br />purposes under this Agreement, an independent contractor and shall not be deemed to
<br />be an employee of the City, and none of them shall be entitled to any benefits to which
<br />City employees are entitled including but not limited to, overtime, retirement benefits,
<br />work's compensation benefits, injury leave or other leave benefits.
<br />9.10. Neither Party shall assign any rights or obligations under this Agreement.
<br />9.11. Artist covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified
<br />under this Agreement.
<br />9.12. Each Party warrants that they have executed this Agreement knowingly, freely and
<br />voluntarily and with full knowledge of its legal consequences. All Parties involved warrant
<br />and represent that, prior to executing this Agreement, each Party has had the opportunity
<br />-- to -review and -consider- this -matter with —legal -counsel,- and —that —the -terms of this
<br />Agreement, and its consequences, are fully understood by each Party.
<br />9.13. This Agreement represents the entire agreement and understanding between the
<br />Parties, and supersedes any and all prior agreements and understandings between the
<br />Parties, whether oral or written.
<br />9.14. Each undersigned represents and warrants that its signature herein below has the
<br />power, authority and right to bind their respective Parties to each of the terms of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees,
<br />for any injuries or damages to City in the event that such authority or power is not, in fact,
<br />held by the signatory or is withdrawn.
<br />[signature page to follow]
<br />Page 8 of 9
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